Common use of Vesting of Awards Clause in Contracts

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of a Change in Control, the Company may, in its sole discretion, provide for the cancellation upon the consummation of such Change in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of such Change in Control, whether or not vested and exercisable, and a payment in cash, property, or a combination thereof, will be made to Executive within ten (10) days after the consummation of the Change in Control in an amount equal to (a) in the case of stock options and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per share, if any, of the underlying award, multiplied by the number of unexercised shares subject to such equity award, and (b) in the case of restricted stock awards, restricted stock units and similar full-value equity awards, the Change in Control Price multiplied by the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment therefor.

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of immediately prior to such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of prior to such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of . After a Change in Control, if any option (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company mayor its then Parent shall either: (a) issue an option (the “Successor Option”), in its sole discretion, provide for the cancellation upon the consummation to purchase common stock of such Change successor or Parent in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to an amount such that if Executive by exercised the Company prior to Successor Option immediately after the date of such Change in Control, whether or not he would be in the same economic position as if he had exercised the Terminated Option immediately before the Change in Control, with such substitution to be made in accordance with the requirements of Section 409A of the Code. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option. The term of such Successor Option shall equal the remainder of the term of the Terminated Option (as if the Terminated Option had remained outstanding) and such Successor Option shall be fully vested and exercisable, and exercisable in full on the date of its grant; or (b) pay the Executive a payment in cash, property, or a combination thereof, will be made to Executive cash amount within ten (10) 10 days after the consummation of the Change in Control Control, in an amount equal agreed to by the Company and the Executive. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Executive would have realized if he had been issued a Successor Option under clause (a) in the case of stock options above and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per share, if any, of had immediately exercised such Successor Option and sold the underlying awardstock, multiplied by taking into account the number of unexercised shares subject different tax rates that apply to such equity awardcash amount and to such gain, and such amount shall also reflect other differences to the Executive between receiving a cash amount under this clause (b) in the case of restricted stock awards, restricted stock units and similar full-value equity awards, the Change in Control Price multiplied by the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of receiving a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment thereforSuccessor Option under clause (a) above.

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of a Change in Control, the Company may, in its sole discretion, provide for the cancellation upon the consummation of such Change in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of such Change in Control, whether or not vested and exercisable, and a payment in cash, property, or a combination thereof, will be made to Executive within ten (10) days after the consummation of the Change in Control in an amount equal to (a) in the case of stock options and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per share, if any, of the underlying award, multiplied by the number of unexercised shares subject to such equity award, and (b) in the case of restricted stock awards, restricted stock units and similar full-value equity awards, the Change in Control Price multiplied by the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment therefor.of

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of a Change in Control, the Company may, in its sole discretion, provide for the cancellation upon the consummation of such Change in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of such Change in Control, whether or not vested and exercisable, and a payment in cash, property, or a combination thereof, will be made to Executive within ten (10) days after the consummation of the Change in Control in an amount equal to (a) in the case of stock options and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per share, if any, of the underlying award, multiplied by the number of unexercised shares subject to such equity award, and (b) in the case of restricted stock awards, restricted stock units and similar full-value equity awards, the Change in Control Price multiplied by the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment therefor.9

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of immediately prior to such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of prior to such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of . After a Change in Control, if any option (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company mayor its then Parent shall either: Xxxxxxxx Execution Version (a) issue an option (the “Successor Option”), in its sole discretion, provide for the cancellation upon the consummation to purchase common stock of such Change successor or Parent in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to an amount such that if Executive by exercised the Company prior to Successor Option immediately after the date of such Change in Control, whether or not he would be in the same economic position as if he had exercised the Terminated Option immediately before the Change in Control, with such substitution to be made in accordance with the requirements of Section 409A of the Code. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option. The term of such Successor Option shall equal the remainder of the term of the Terminated Option (as if the Terminated Option had remained outstanding) and such Successor Option shall be fully vested and exercisable, and exercisable in full on the date of its grant; or (b) pay the Executive a payment in cash, property, or a combination thereof, will be made to Executive cash amount within ten (10) 10 days after the consummation of the Change in Control Control, in an amount equal agreed to by the Company and the Executive. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Executive would have realized if he had been issued a Successor Option under clause (a) in the case of stock options above and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per share, if any, of had immediately exercised such Successor Option and sold the underlying awardstock, multiplied by taking into account the number of unexercised shares subject different tax rates that apply to such equity awardcash amount and to such gain, and such amount shall also reflect other differences to the Executive between receiving a cash amount under this clause (b) in the case of restricted stock awards, restricted stock units and similar full-value equity awards, the Change in Control Price multiplied by the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of receiving a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment thereforSuccessor Option under clause (a) above.

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change Except as provided otherwise in Control shallan Award Agreement, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) this Plan to the contrary, in the event of a Change in of Control, any time periods, conditions or contingencies relating to the Company mayexercise or realization of, or lapse of restrictions under, an Award granted hereunder shall be accelerated or waived (assuming with respect to any Performance Awards, all performance criteria and other conditions are achieved or fulfilled at target level) so that: (a) if no exercise of the Award is required, the Award may be realized in full at the time of the occurrence of the Change of Control (the “Change Effective Time”), or (b) if exercise of the Award is required, the Award may be exercised in full at the Change Effective Time; provided, however, that with respect to any Award that consists of nonexempt deferred compensation within the meaning of Section 409A, in its sole discretion, provide the event of a Change of Control that does not satisfy the requirements for a change in the cancellation upon ownership or effective control of Cinco or a change in the consummation ownership of such Change in Control a substantial portion of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to assets of Cinco within the date meaning of such Section 409A (a “Section 409A Change in Control”), whether or not vested and exercisable, and a then delivery of payment in cash, property, or a combination thereof, will with respect to such Award as provided herein shall be made to Executive within ten (10) days after upon the consummation of the Change in Control in an amount equal to (a) in the case of stock options and similar appreciation awards, the excess, if any, earliest of (i) the per share consideration received by a shareholder Participant’s “separation from service” (within the meaning of the Company’s capital stock in connection with the Change in Control Treasury Regulation Section 1.409A-l (the “Change in Control Price”) over h)), (ii) the exercise price Participant’s becoming disabled (within the meaning of Treasury Regulation Section 1.409A-3(i)(4)), (iii) the Participant’s death or purchase price per share(iv) a Section 409A Change in Control; provided, however, that delivery of payment upon separation from service to a Participant who is a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)) as of the date of his or her separation from service shall be delayed for a period of six months after the Participant’s separation from service (or, if any, earlier than the end of the underlying award, multiplied by the number of unexercised shares subject to such equity award, and (b) in the case of restricted stock awards, restricted stock units and similar fullsix-value equity awardsmonth period, the Change in Control Price multiplied by date of death of the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment thereforParticipant).

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of immediately prior to such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of prior to such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of . After a Change in Control, if any option (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company mayor its then Parent shall either: (a) issue an option (the “Successor Option”), in its sole discretion, provide for the cancellation upon the consummation to purchase common stock of such Change successor or Parent in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to an amount such that if Executive by exercised the Company prior to Successor Option immediately after the date of such Change in Control, whether or not he would be in the same economic position as if he had exercised the Terminated Option immediately before the Change in Control, with such substitution to be made in accordance with the requirements of Section 409A of the Code. The Xxxxx Execution Version aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option. The term of such Successor Option shall equal the remainder of the term of the Terminated Option (as if the Terminated Option had remained outstanding) and such Successor Option shall be fully vested and exercisable, and exercisable in full on the date of its grant; or (b) pay the Executive a payment in cash, property, or a combination thereof, will be made to Executive cash amount within ten (10) 10 days after the consummation of the Change in Control Control, in an amount equal agreed to by the Company and the Executive. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Executive would have realized if he had been issued a Successor Option under clause (a) in the case of stock options above and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per share, if any, of had immediately exercised such Successor Option and sold the underlying awardstock, multiplied by taking into account the number of unexercised shares subject different tax rates that apply to such equity awardcash amount and to such gain, and such amount shall also reflect other differences to the Executive between receiving a cash amount under this clause (b) in the case of restricted stock awards, restricted stock units and similar full-value equity awards, the Change in Control Price multiplied by the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of receiving a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment thereforSuccessor Option under clause (a) above.

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units The Trustee's right to receive the Shares covered by this Agreement (any such Shares which are contemplated for future issuance to Trustee for the benefit of Employee hereunder being hereinafter collectively referred to as the "Deferred Shares") is conditioned upon the Company's attainment of ROI for its 1996 fiscal year (and similar equity awards granted to Executive by any fiscal year thereafter in which the Employment Agreement remains in effect or in which Employee remains in the employ of the Company or a subsidiary of the Company) which represents a positive percentage increase in Employer's ROI as follows: (a) Dollar Value of Deferred Shares EBITDA expressed as Issuable Expressed as Percentage Increase of Percentage of Base Employer's ROI Compensation ------------------------ --------------------- up to 103% 0 greater than 103% up to 105% Equivalent to Percentage Increase of Employer's ROI; plus, if applicable greater than 105% up to 110% Additional Percentage Increase of Employer's ROI multiplied by 2; plus, if applicable greater than 110% Additional Percentage Increase of Employer's ROI multiplied by 3, but not to exceed 30% of Base Compensation (b) The number of Shares issuable to Trustee will be determined by dividing (A) the dollar value of the Deferred Shares determined in accordance with the table above by (B) the closing price of the Company's Common Stock on the Nasdaq National Market System, or if the Company's Common Stock is not listed or admitted to trading in such system, the principal securities exchange on which the Common Stock is listed or admitted to trading on the last trading date in the period for which the dollar value of the Deferred Shares are calculated (i.e. December 31, March 31 or the last closing price for the Common Stock immediately preceding the date Employee ceases employment with the Company). Any Shares which Trustee is entitled to receive from the Company shall be issued within thirty (30) days after Employer's ROI is calculated from the applicable final audited year end income statements of the Company. (c) In the event of Employee's death or Permanent Disability (as defined hereinbelow) during the term of the Employment Agreement, the Trustee, Employee or his estate, as the case may be (to be determined pursuant to the provisions of the Deferred Compensation Plan then in effect), shall be entitled to receive a pro rata portion of the Shares, if any, applicable to the fiscal year in which such death or Permanent Disability occurs. Such pro rata portion of the Shares shall be determined by a multiplying a fraction (the numerator of which shall be the number of days in the applicable fiscal year elapsed prior to the date of a Change in Control shalldeath or Permanent Disability, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon as the consummation of such Change in Control and shall remain outstanding and in effect in accordance with their termscase may be, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards the denominator of which shall lapse immediately upon the consummation of such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended be three hundred sixty-five (the “Code”365)) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of a Change in Control, the Company may, in its sole discretion, provide for the cancellation upon the consummation of such Change in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of such Change in Control, whether or not vested and exercisable, and a payment in cash, property, or a combination thereof, will be made to Executive within ten (10) days after the consummation of the Change in Control in an amount equal to (a) in the case of stock options and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per sharedollar value, if any, of the underlying awardDeferred Shares that would have been issuable hereunder if Employee had remained employed under the Employment Agreement for the entire applicable fiscal year. (d) Following such death or Permanent Disability of Employee, multiplied the Shares, if any, shall be issued when and as provided in Section 1(b) of this Agreement. (e) For purposes of this Section 1, Employee's Permanent Disability shall be deemed to occur on the date after the first to occur of (i) ninety (90) consecutive days, or (ii) one hundred eighty (180) days cumulatively in any twelve (12) month period, of Employee's inability to provide the services required hereunder of him due to sickness or injury ("Permanent Disability"). (f) In the event the Company terminates Employee's employment for "cause" (as defined in the Employment Agreement) Employee shall be entitled to no further benefits under this Agreement. (g) In the event that Employee's employment is terminated without cause during the Original Term or any Renewal Term of the Employment Agreement or in the event that the Original Term or any Renewal Term of the Employment Agreement shall have expired and shall not have been renewed and Employee thereupon ceases to be employed by the Company, the Trustee or Employee, as the case may be (to be determined pursuant to the provisions of the Deferred Compensation Plan as then in effect) shall be entitled to receive that number of unexercised shares subject to Shares under this Agreement, issuable on account of the fiscal year in which such equity awardcessation of employment occurs, as determined under Sections 1(a) and (b1(b) of this Agreement, but on a prorated basis calculated in the case manner contemplated by Section 1(c) of restricted stock awards, restricted stock units this Agreement and similar full-value equity awards, issuable on the Change in Control Price multiplied date contemplated by the number Section 1(b) of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment thereforthis Agreement.

Vesting of Awards. a. All stock optionsThe Trustee's right to receive the Shares covered by this Agreement (any such Shares which are contemplated for future issuance to Trustee for the benefit of Employee hereunder being hereinafter collectively referred to as the "Deferred Shares") is conditioned upon the Employee's entitlement to a Stock Bonus as well as Employee remaining in the continuous employ of Lexford, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior or another subsidiary of the Company as follows: (a) The dollar amount of the Stock Bonus will be determined on the same basis as the Cash Bonus pursuant to Section 3(b)(i) of the Employment Agreement (including the limitations set forth in the partial-year provision of Section 6(c) of the Employment Agreement), except that the dollar value of the Stock Bonus will equal 2/3 of the value of the Cash Bonus. (b) The number of Shares issuable to Trustee will be determined by dividing (A) the dollar value of the Deferred Shares determined in accordance with Section 1(a) by (B) the closing price of the Company's Common Stock on the Nasdaq National Market System, or if the Company's Common Stock is not listed or admitted to trading in such system, the principal securities exchange on which the Common Stock is listed or admitted to trading on the last trading date in the period for which the dollar value of the Deferred Shares are calculated (i.e. December 31 or the last closing price for the Common Stock immediately preceding the date Employee ceases employment with the Company). Any Shares which Trustee is entitled to receive from the Company shall be issued within thirty (30) days after Employee's entitlement, if any, to the Stock Bonus is calculated from the applicable final audited year end financial statements of the Company or the final year end financial statements of Lexford, as applicable. (c) One-third of the Shares covered by this Agreement, shall become nonforfeitable on each of the first, second and third January 1 following the date of a Change in Control shall, notwithstanding any contrary provision issuance pursuant to Section 1(b) (so that 100% of the Shares of any applicable plan particular Stock Bonus will be nonforfeitable on the third January 1 following the date of issuance thereof), subject to the Employee remaining in the continuous employ of Lexford, the Company or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon another subsidiary of the consummation of such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of such Change in ControlCompany. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrarypreceding sentence, in the event of Employee's death or Permanent Disability (as defined hereinbelow), all of the Shares issued to the Trustee (as well as any Shares to be thereafter issued pursuant to Section 1(d) hereof) will immediately become nonforfeitable. For the purposes of this Agreement: "subsidiary" shall mean a Change corporation, partnership, limited liability company, joint venture, unincorporated association or other entity in Control, which the Company mayhas a direct or indirect ownership or other equity interest of more than fifty percent (50%); the continuous employment of the Employee with the Company, in its sole discretion, provide for the cancellation upon the consummation Lexford or another subsidiary of such Change in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior shall not be deemed to the date of such Change in Control, whether or not vested and exercisablehave been interrupted, and a payment in cash, property, the Employee shall not be deemed to have ceased to be an employee of the Company or a combination thereofsubsidiary, will be made to Executive within ten (10) days after the consummation of the Change in Control in an amount equal to (a) in the case of stock options and similar appreciation awards, the excess, if any, by reason of (i) the per share consideration received transfer of his employment among Lexford, the Company or other subsidiaries of the Company or (ii) a leave of absence approved by a shareholder the Compensation Committee of the Company’s capital stock in connection with the Change in Control 's Board of Directors (the “Change in Control Price”"Committee") over (ii) the exercise price for illness, military or purchase price per share, if any, of the underlying award, multiplied by the number of unexercised shares subject to such equity award, and (b) in the case of restricted stock awards, restricted stock units and similar full-value equity awards, the Change in Control Price multiplied by the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price governmental service or purchase price of a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment thereforother reasons.

Vesting of Awards. a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of immediately prior to such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of prior to such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of . After a Change in Control, if any option (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company mayor its then Parent shall either: (a) issue an option (the “Successor Option”), in its sole discretion, provide for the cancellation upon the consummation to purchase common stock of such Change successor or Parent in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to an amount such that if Executive by exercised the Company prior to Successor Option immediately after the date of such Change in Control, whether or not he would be in the same economic position as if he had exercised the Terminated Option immediately before the Change in Control, with such substitution to be made in accordance with the requirements of Section 409A of the Code. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option. The term of such Successor Option shall equal the remainder of the term of the Terminated Option (as if the Terminated Option had remained outstanding) and such Successor Option shall be fully vested and exercisable, and exercisable in full on the date of its grant; or Gentoso Execution Version (b) pay the Executive a payment in cash, property, or a combination thereof, will be made to Executive cash amount within ten (10) 10 days after the consummation of the Change in Control Control, in an amount equal agreed to by the Company and the Executive. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Executive would have realized if he had been issued a Successor Option under clause (a) in the case of stock options above and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per share, if any, of had immediately exercised such Successor Option and sold the underlying awardstock, multiplied by taking into account the number of unexercised shares subject different tax rates that apply to such equity awardcash amount and to such gain, and such amount shall also reflect other differences to the Executive between receiving a cash amount under this clause (b) in the case of restricted stock awards, restricted stock units and similar full-value equity awards, the Change in Control Price multiplied by the number of shares subject to such equity award. If the Change in Control Price is less than the exercise price or purchase price of receiving a stock option or similar equity award, such stock option or similar equity award will be automatically cancelled with no payment thereforSuccessor Option under clause (a) above.